Page 1 of 4 This form jointly approved by: North Carolina Bar

Page 1 of 4

This form jointly approved by:

North Carolina Bar Association

North Carolina Association of REALTORS



, Inc.

Buyer initials _______ _______ Seller initials _______ ______

STANDARD FORM 2A1-T

Revised 7/2020

BACK-UP CONTRACT ADDENDUM

Property: ____________________________________________________________________________________________________

Seller: ______________________________________________________________________________________________________

Buyer: ______________________________________________________________________________________________________

This Addendum is attached to and made a part of the Offer to Purchase and Contract (“Back-Up Contract”) between Seller and Buyer

for the Property.

Buyer and Seller acknowledge that Seller has previously entered into an Offer to Purchase and Contract or an Offer To Purchase and

Contract - Vacant Lot/Land (the “Primary Contract”) with ___________________________ [insert last name only] (the “Primary

Buyer” under the Primary Contract), that the Primary Contract is currently pending, and that this Back-up Contract is accepted in a

secondary or back-up position to the Primary Contract under the following terms and conditions:

1. Condition. It is a condition of this Back-up Contract that the Primary Contract is terminated as described below before Buyer and

Seller shall be obligated to perform under this Back-up Contract.

2. Termination of Primary Contract. Termination of the Primary Contract shall be evidenced by:

(a) written release signed by all parties thereto; or

(b) written notice of termination from Seller to Primary Buyer that Seller is exercising a right to terminate the Primary Contract;

(c) written notice of termination from Primary Buyer to Seller that Primary Buyer is exercising a right to terminate the Primary

Contract; or

(d) final judgment of a court of competent jurisdiction that the Primary Contract is invalid, illegal, unenforceable, or is otherwise

terminated.

3. Indemnification/Hold Harmless. Seller shall indemnify Buyer and hold Buyer harmless from any and all claims, damages and costs,

including reasonable attorneys’ fees, incurred by Buyer as a result of Buyer’s reliance upon any wrongful or ineffective termination of

the Primary Contract by Seller.

4. Modification of Primary Contract. Modification of the terms or conditions of the Primary Contract, including extensions of time,

shall not constitute a termination of the Primary Contract and shall not cause this Back-up Contract to move into a primary position.

5. Access to Primary Contract. Buyer and Seller agree that Buyer may not examine or otherwise have access to the Primary Contract

without written permission from Seller and Primary Buyer. Seller represents that the Primary Contract calls for a settlement date of

___________________________________ (date).

6. Initial Earnest Money Deposit. Buyer and Seller agree that any Initial Earnest Money Deposit shall be deposited within three (3)

banking days following the Effective Date of this Back-up Contract even while this Back-up Contract is in secondary position.

76. Closing on Primary Contract. In the event the Primary Contract closes, then this Back-up Contract shall become null and void,

and any Earnest Money Deposit shall be refunded to Buyer.

NOTE: This Addendum should NOT be used in a short sale transaction. Use ONLY the Short Sale Addendum (form 2A14-T)

NOTE: For example, NCAR Forms 350-T, 351-T, 352-T, 353-T, 390-T or 391-T may be used to evidence the release or notices

called for in this paragraph.

Page 2 of 4

STANDARD FORM 2A1-T

Revised 7/2020

87. Notification of Termination of Primary Contract. In the event the Primary Contract is terminated, Seller shall promptly provide

Buyer the following two items:

(a) written notice stating that this Back-up Contract has become primary; and

(b) written evidence that the Primary Contract has been terminated as provided in paragraph 2 above (“Notice of Primary Status”).

98. Earnest Money/Due Diligence/ Settlement Dates.

(a) Initial Earnest Money Deposit. Any Initial Earnest Money Deposit shall be made payable and delivered to Escrow Agent

in accordance with paragraph 1(d) of the Offer to Purchase and Contract, even though it is in back-up position, and

will shall be deposited promptly upon receipt into Escrow Agent’s trust account.

(b) (Additional) Earnest Money Deposit. Any Additional Earnest Money Deposit shall be due and payable and delivered to

Escrow Agent by cash, official bank check, wire transfer or electronic transfer no later than 5 p.m. on a date that is ___

days following delivery to Buyer of Notice of Primary Status.

(ac) Due Diligence Fee. Any Due Diligence Fee provided for in this Contract shall be due and payable to Seller upon delivery to

Buyer of Notice of Primary Status and delivered within two (2) days thereafter.

(bd) Due Diligence Period. The Due Diligence Period of this Contract shall extend through 5:00 p.m. on the last day of a _______

________________________________ day period following Seller’s delivery to Buyer of Notice of Primary Status.

(ce) Settlement Date. The Settlement Date of this Contract shall be on a date that is ____________________________________

days following Seller’s delivery to Buyer of Notice of Primary Status.

109. Buyer’s Right to Terminate. Buyer may terminate this Back-up Contract without liability by giving written notice of termination

to Seller at any time prior to receipt by Buyer of Notice of Primary Status and any Earnest Money Deposit shall be refunded to Buyer.

1110. Automatic Termination. In any event, Buyer must receive Notice of Primary Status from Seller no later than 5 p.m. on

___________________________________, TIME BEING OF THE ESSENCE, or this Back-up Contract shall become null and void

and any Earnest Money Deposit shall be refunded to Buyer.

IN THE EVENT OF A CONFLICT BETWEEN THIS ADDENDUM AND THE BACK-UP CONTRACT THIS ADDENDUM SHALL

CONTROL, EXCEPT THAT IN THE CASE OF SUCH A CONFLICT AS TO THE DESCRIPTION OF THE PROPERTY OR THE

IDENTITY OF THE BUYER OR SELLER, THE BACK-UP CONTRACT SHALL CONTROL.

THE NORTH CAROLINA ASSOCIATION OF REALTORS



, INC. AND THE NORTH CAROLINA BAR ASSOCIATION MAKE

NO REPRESENTATION AS TO THE LEGAL VALIDITY OR ADEQUACY OF ANY PROVISION OF THIS FORM IN ANY

SPECIFIC TRANSACTION. IF YOU DO NOT UNDERSTAND THIS FORM OR FEEL THAT IT DOES NOT PROVIDE FOR

YOUR LEGAL NEEDS, YOU SHOULD CONSULT A NORTH CAROLINA REAL ESTATE ATTORNEY BEFORE YOU SIGN

IT.

Date: ________________________ Date: ________________________

Buyer: ____________________________________________ Seller: ____________________________________________

Date:________________________ Date: ________________________

Buyer: ____________________________________________ Seller: ____________________________________________

___________________________________________________ __________________________________________________

Entity Buyer: Entity Seller:

__________________________________________________ __________________________________________________

(Name of LLC/Corporation/Partnership/Trust/etc.) (Name of LLC/Corporation/Partnership/Trust/etc.)

By: ______________________________________________ By: _______________________________________________

NOTE: instead of inserting dates in the (Additional) Earnest Money Deposit, “Due Diligence Period” and “Settlement Date”

blanks in the Contract, insert “See attached Back-Up Contract Addendum”

Page 3 of 4

STANDARD FORM 2A1-T

Revised 7/2020

Name: ___________________________________________ Name: ____________________________________________

Print Name Print Name

Title: ____________________________________________ Title: _____________________________________________

Date:________________________ Date: __________________________

Page 4 of 4

STANDARD FORM 2A1-T

Revised 7/2020

NOTICE TO BUYER THAT BACK-UP CONTRACT IS NOW IN EFFECT

NOTICE is hereby given to _________________________________________________________(insert name of Buyer) from Seller

under the Back-up Contract between them dated __________________________ that Seller has terminated the Primary Contract with

____________________________________________(Primary Buyer), as evidenced by the ATTACHED (initial any one of the

following):

(a) _____ _____ written release signed by all parties thereto; or

(b) _____ _____ written notice of termination from Seller to Primary Buyer that Seller is exercising a right to terminate

the Primary Contract; or

terminate the Primary Contract; or

(d) _____ _____ final judgment of a court of competent jurisdiction that the Primary Contract is invalid, illegal,

unenforceable, or is otherwise terminated.

and that the Back-up Contract entered into between Seller and Buyer has become primary and its terms and conditions are now in effect.

Seller: _______________________________________ Date: ________________________________________

NOTE: The following is a suggested notice that may be copied for the purpose of complying with the notice provision contained in

paragraph 87 of the Back-Up Contract Addendum. DO NOT DETACH THE ORIGINAL OF THIS FORM FROM THE BACK-UP

CONTRACT.